SmartBrief Terms of Use

Last Revised on May 8, 2017

1. Acceptance of Terms

The webpages available at www.smartbrief.com, and all linked pages ("Site"), are owned and operated by SmartBrief, Inc. ("SmartBrief"), a Delaware corporation, and is accessed by you under the Terms of Use described below ("Terms of Use").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY ACCESSING THIS SITE OR USING ANY PART OF THE SITE OR ANY CONTENT OR SERVICES (AS EACH IS DEFINED BELOW) ON THE SITE, YOU ARE ACCEPTING THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT ACCESS THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. SMARTBRIEF'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY SMARTBRIEF, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

MODIFICATIONS OF TERMS OF USE

SmartBrief reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. If the alterations constitute a material change to the Terms of Use, SmartBrief will notify you via the last email address you provided us (if any) (including, but not limited to, as part of a SmartBrief email newsletter sent to your email address), and/or by prominently posting notice of the changes on the Site. You are responsible for providing us with your most current e-mail address. What constitutes a "material change" will be determined at SmartBrief's sole discretion, in good faith and using common sense and reasonable judgment. You shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by you following such notification constitutes your acceptance of the terms and conditions of the Terms of Use as modified.

2. Description of Service

Subject to full compliance with the Terms of Use, SmartBrief grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use, including certain services and content, as described more fully on the Site ("Services"). Services shall include, but not be limited to, any service and content SmartBrief performs for you, as well as the offering of any materials displayed or performed on the Site (including, but not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips, also known as the "Content") on the Site. The rights granted to you in these Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms of Use. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

SmartBrief may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. SmartBrief may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

The materials used and displayed on the Service and the Site, including but not limited to text, software, photographs, graphics, illustrations and artwork, video, music and sound, and names, logos, trademarks and service marks, are the property of SmartBrief or its affiliates or licensors or other third parties and are protected by copyright, trademark and other laws.

3. Your Registration Obligations

As a condition to using Services, you are required to register with SmartBrief and select an user name and password ("SmartBrief User ID"). You shall provide SmartBrief with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Use, which may result in immediate termination of your SmartBrief account. You may not (i) select or use as a SmartBrief User ID a name of another person with the intent to impersonate that person; (ii) use as a SmartBrief User ID a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a SmartBrief User ID a name that is otherwise offensive, vulgar or obscene. SmartBrief reserves the right to refuse registration of, or cancel a SmartBrief User ID in its discretion. You shall be responsible for maintaining the confidentiality of your SmartBrief password. Services are available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.

4. User Conduct

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by SmartBrief. By way of example, and not as a limitation, you agree not to use the Services:

to abuse, harass, threaten, impersonate or intimidate other SmartBrief users

to contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party

for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content

to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any SmartBrief user

to create or submit unwanted email ("Spam") to any other SmartBrief users or any URL

to violate any laws in your jurisdiction (including but not limited to copyright laws)

With the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site

to create separate user accounts with the intention of artificially inflating the 'SmartBrief count', blog count, comments, or any other SmartBrief service

You acknowledge that SmartBrief may or may not pre-screen Content, but that SmartBrief and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. SmartBrief may remove any Content and/or user accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report Terms of Use abuse, please email:abuse@smartbrief.com

5. Intellectual Property

By posting any Content via the Services, you expressly grant, and you represent and warrant that you have a right to grant, to SmartBrief a royalty-free and fully paid, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, publicly perform, publicly display, distribute, and make derivative works of all such Content, and grant SmartBrief the right to use your name, voice, image, and/or likeness as contained in any Content shared via the Services, if applicable, in whole or in part, and in any form, media, technology, whether known or hereafter developed, for use in connection with the Services. By posting Content, you hereby release SmartBrief and its agents, employees, directors, and affiliates from any claims that such use, as authorized above, violated any of your rights and you understand that you will not be entitled to any compensation for any use of your posted Content.

You acknowledge and agree that SmartBrief and/or its affiliates, subsidiaries, parent company, advertisers, marketing affiliates, licensors and/or other third parties retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks, and other proprietary rights. SmartBrief expressly reserves all rights that are not expressly granted to users under this Agreement.

Trademarks, service marks, domain names, logos, company names, and other indicia of origin referred to on the Services remain the property of their respective owners, including SmartBrief and "We read everything. You get what matters." which are trademarks of SmartBrief.

You may not use any trademark, service mark, domain name, logo, company name, and/or other indicia or origin of SmartBrief or any third party without permission of the owner of that applicable intellectual property.

6. Copyright Complaints

SmartBrief respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;

2. identification of the copyrighted work(s) that you claim to have been infringed;

3. identification of the material on our services that you claim is infringing and that you request us to remove;

4. sufficient information to permit us to locate such material;

5. your address, telephone number, and e-mail address;

6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

7. SmartBrief Privacy Policy

8. Electronic Communications.

The communications between you and SmartBrief use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

9. Indemnity

You will indemnify and hold harmless SmartBrief, its parents, subsidiaries, affiliates, suppliers, customers, vendors, officers and employees (the "SmartBrief Parties") from any liability, damage or cost (including reasonable attorneys’ fees and costs) from (i) any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, your Content, violation of the Terms of Use by you, or the infringement by you, or any third party using your account or SmartBrief User ID, of any intellectual property or other right of any person or entity.

10. Warranty Disclaimers

You acknowledge that SmartBrief has no control over, and no duty to take any action regarding: which users gain access to the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release SmartBrief from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. SmartBrief makes no representations concerning any content contained in or accessed through the Site, and SmartBrief will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICE, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE SMARTBRIEF PARTIES MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

11. Links

The Services may provide, or third parties may provide, links to other websites or resources. Because SmartBrief has no control over such sites and resources, you acknowledge and agree that SmartBrief is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that SmartBrief shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource. When you click on any of these websites or resources, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such websites or resources.

12. Limitation of Liability

IN NO EVENT SHALL SMARTBRIEF OR THE SMARTBRIEF PARTIES BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL THEORY (I) WITH RESPECT TO THE SITE, THE SERVICE OR ANY CONTENT, FOR ANY LOST PROFITS, LOSS DATA, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING AND EVEN IF SMARTBREIF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Termination

SmartBrief may terminate or suspend any and all Services and your SmartBrief account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms of Use. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your SmartBrief account, you may simply discontinue using the Services. All provisions of the Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Choice of Law

These Terms of Use and any action related thereto will be governed by the laws of the District of Columbia without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Washington, District of Columbia, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.